William Hoglund
KRATOS DEFENSE & SECURITY SOLUTIONSAbout William Hoglund
William “Bill” Hoglund, age 71, is Independent Chairman of the Board at Kratos Defense & Security Solutions (KTOS), serving as a director since February 2001 and Chairman since June 2009 . He is an owner and director of SAFE Boats International (defense/maritime manufacturer) and previously held senior finance roles at Eagle River and J.P. Morgan, bringing deep financial, M&A, and defense industry experience; he holds a B.A. from Duke and an MBA from the University of Chicago Booth School of Business . The Board has affirmatively determined he is independent under Nasdaq rules; as Chairman, he chairs executive sessions of independent directors each regular Board meeting, enhancing independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagle River, LLC | Vice President & Chief Financial Officer | 1994–2000 | Financial leadership; served as director at Nextel Communications, Inc. and Nextlink Communications, Inc. during tenure . |
| J.P. Morgan & Co. (and subsidiaries) | Various positions in commercial and investment banking | 1977–1994 | Broad capital markets and banking expertise . |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| SAFE Boats International | Owner and Director | Owner/director since 2000 | Leading manufacturer of vessels for military, law enforcement, commercial markets . |
| Bridger Trust (Wyoming Trust Company) | Director | Since Nov 2021 | Financial services/governance experience . |
| Safeboats International, LLP | Member (occupation listing) | Current | Current occupation reference in proxy nominee table . |
Board Governance
- Committees: Audit; Compensation; Nominating & Corporate Governance (not a committee chair) .
- Independence: Board-determined independent director under Nasdaq Rule 5605(a)(2) .
- Chairman role: Independent Chairman; chairs executive sessions of independent directors at each regular Board meeting .
- Attendance: In 2024, the Board held 4 regular and 3 special meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the prior annual meeting .
- Compensation Committee interlocks: None in 2024; no executive officer cross-directorships noted .
- Related-party transactions: None required to be disclosed for 2024 . Related-party approval policy overseen by Audit Committee; case-by-case with CEO-delegated approval on certain supplier/customer matters subject to Audit Committee ratification .
Fixed Compensation (Director)
| Component | Structure | 2024 Amounts | Evidence |
|---|---|---|---|
| Board Retainer | $12,500 quarterly | $50,000 annual | |
| Chairman of the Board Fee | $7,500 quarterly | $30,000 annual | |
| Audit Committee – Member | $1,500 quarterly | $6,000 annual | |
| Compensation Committee – Member | $1,500 quarterly | $6,000 annual | |
| Nominating & Corporate Governance – Member | $1,250 quarterly | $5,000 annual | |
| Total Cash Fees (2024) | — | $97,000 (matches “Fees Earned or Paid in Cash”) |
Director compensation is reviewed periodically using market data and advisor input; fees are paid quarterly in arrears .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (non-employee director) | May 21, 2024 | 10,000 RSUs | $217,000 (at $21.70 per RSU) | Vests after one year (aligns to elected term) | Each non-employee director received the same award; deferral plan available for settlement until separation of service . |
2024 total reported director equity for Hoglund: $217,000 (Summary Director Compensation) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| SAFE Boats International | Private | Owner and Director | No related-party transactions disclosed with KTOS in 2024 . |
| Bridger Trust | Private (Trust Co.) | Director | No interlocks noted; Compensation Committee interlocks disclosed as none . |
| Nextel Communications; Nextlink Communications | Public (historical) | Former Director | Historical roles (during Eagle River tenure); not current . |
Expertise & Qualifications
- Finance and capital markets: Former CFO of Eagle River; 17 years at J.P. Morgan; brings significant public and private market finance expertise valuable to Audit oversight .
- Defense/industry: Owner/director at SAFE Boats International; Board tenure since 2001 provides domain continuity and defense industrial base perspective .
- Governance: Long-serving independent Chairman since 2009; serves on all three standing committees, supporting cross-committee coordination .
- Security clearance: Holds a Top Secret National Security Clearance (aligned with KTOS’s national security business) .
Equity Ownership
| Metric | Value | As-of Date | Source |
|---|---|---|---|
| Beneficially owned common shares | 408,000 | March 17, 2025 | |
| % of shares outstanding | ~0.27% (408,000 / 153,285,643) | March 17, 2025 | Calculated from (both numerator and total outstanding) |
| RSUs outstanding (total) | 122,000 | Dec 29, 2024 | |
| Vested RSUs | 112,000 | Dec 29, 2024 | |
| Unvested RSUs | 10,000 | Dec 29, 2024 | |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors and executive officers | Policy in effect |
Ownership alignment signals: Significant long-tenured RSU holdings; anti-hedging/pledging policy reduces alignment risk .
Compensation Mix (2024 Director)
| Component | Amount | Mix % |
|---|---|---|
| Cash fees | $97,000 | 30.9% (calculated from $97,000 / $314,000) |
| Equity (RSUs) | $217,000 | 69.1% (calculated from $217,000 / $314,000) |
| Total | $314,000 | 100% |
Equity-heavy mix supports ownership alignment; RSUs vest after one year to match director term, with optional deferral to separation .
Board Governance Signals (KTOS context)
- Strong independence structure: Majority independent Board; Hoglund is independent Chairman; CEO is separate role .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting, chaired by the Chairman .
- Best-practice guardrails: Anti-hedging/anti-pledging; double-trigger change-in-control equity; commitment to eliminate excise tax gross-ups in new/renewed CIC agreements .
- Shareholder support: Say‑on‑pay approval 92.22% at 2024 meeting, signaling investor confidence in compensation governance .
- Committee effectiveness: Annual Board/committee self-assessments; independent compensation consultant (Board Advisory) retained and deemed independent .
Potential Conflicts or Related‑Party Exposure
- SAFE Boats International involvement: Hoglund is owner/director of a defense manufacturer; KTOS disclosed no related‑party transactions in 2024 and has formal review/approval procedures overseen by the Audit Committee, with CEO-delegated approvals on certain supplier/customer items subject to quarterly Audit Committee ratification .
- Compensation Committee interlocks: None in 2024 .
Governance Assessment
- Strengths:
- Independent Chairman with long KTOS tenure (since 2001; Chair since 2009) and broad committee participation, enhancing oversight continuity and coordination .
- Equity‑heavy director pay mix (≈69%) and substantial RSU accumulation support alignment; anti‑hedging/pledging policy reduces misalignment risk .
- No 2024 related‑party transactions; formal related‑party review policy in place; no committee interlocks .
- Strong shareholder support metrics (92.22% say‑on‑pay) bolster governance credibility .
- Watch items:
- SAFE Boats role is adjacent to defense markets; while no related‑party transactions disclosed, continued monitoring is warranted given sector overlap (mitigated by KTOS related‑party policy and 2024 clean disclosures) .
- Tenure length (24+ years) offers experience but may prompt refreshment scrutiny; KTOS discloses ongoing board refreshment processes and diverse expertise additions .
Overall, Hoglund’s profile indicates a financially sophisticated, defense‑savvy independent Chair with strong alignment and procedural safeguards; disclosures show no conflicts or attendance issues, and company-wide governance practices (hedging/pledging bans, double‑trigger CIC, high say‑on‑pay support) are supportive of investor confidence .